Green Plains Inc 8-K, filed May 6, 2022
Green Plains Inc. (GPRE)
About this 8-K
Green Plains Inc filed this 8-K on May 6, 2022, reporting on events of May 4, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Increase Number of Shares of Common Stock Authorized.
At the annual meeting of shareholders of Green Plains Inc. (the “Company”) held on May 4, 2022, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Articles of Incorporation, as amended (the “Articles”) to increase the number of shares of common stock authorized for issuance from 75,000,000 to 150,000,000 and to declassify the board of directors and provide for the annual election of all directors, in a manner which does not affect the unexpired terms of previously elected directors. On May 4, 2022, the Company filed the Amendment to the Articles with the Secretary of State of the State of Iowa, which was effective upon filing. The foregoing description of the Amendment to the Company’s Articles does not purport to be complete and is qualified in its entirety by reference to the full text. A copy of the Amendment to the Company’s Articles is included as Exhibit 3.1 to this report and incorporated herein by reference.
The Company’s board of directors also approved conforming amendments to the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”) to reflect the declassified board. The foregoing description of the Amendment to the Company’s Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text. A copy of the Company’s Bylaws amendment is included as Exhibit 3.2 to this report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2022 annual meeting of shareholders on May 4, 2022. All matters voted on were approved. The numbers of shares cast for, against or withheld are as follows:
1.Proposal to elect two directors, each to serve three-year terms that expire at the 2025 annual meeting.
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Nominee Name | For | Withheld |
Farha Aslam | 41,381,480 | 364,493 |
Martin Salinas Jr. | 40,428,700 | 1,317,273 |
There were 4,580,437 broker non-votes with respect to this matter.
2.Proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2022.
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For | Against | Abstain |
45,900,122 | 398,988 | 27,301 |
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3.Proposal to cast an advisory vote to approve the Company’s executive compensation.
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For | Against | Abstain |
38,690,276 | 3,009,460 | 46,237 |
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There were 4,580,437 broker non-votes with respect to this matter.
4.Proposal to approve the increase to the number of authorized shares of common stock.
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For | Against | Abstain |
43,479,657 | 2,811,325 | 35,428 |
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5.Proposal to approve the declassification of the Company’s Board of Directors.
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For | Against | Abstain |
41,691,649 | 26,584 | 27,740 |
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There were 4,580,437 broker non-votes with respect to this matter.
No other matters were voted on at the annual meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
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Exhibit No. | Description of Exhibit |
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3.1 | |
3.2 | Amendment to Fourth Amended and Restated Bylaws of Green Plains Inc. |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 6, 2022 |
Green Plains Inc.
By: /s/ Michelle Mapes Michelle Mapes
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Exhibit 3.1
TO SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
GREEN PLAINS INC.
Pursuant to the provisions of Section 490.1001 through 490.1009 of the Iowa Business Corporation Act (the "Act”), the undersigned corporation adopts the following Articles of Amendment to its Second Amended and Restated Articles of Incorporation as of this date and hereby certified as follows:
1. The name of the corporation is Green Plains Inc.
2.This third amendment to the Second Amended and Restated Articles of Incorporation was duly adopted by the directors of the corporation by resolution effective March 4, 2022, and delay adopted by the shareholders of the corporation on May 4, 2022, effective on the filing hereof, in accordance with the Act.
3.This third amendment to the Second Amended and Restated Articles of Incorporation is as follows:
ARTICLE II shall be replaced in its entirety with:
ARTICLE II SHARES
The number of shares of stock authorized is 150,000,000 COMMON STOCK PAR VALUE $.001.
ARTICLE III shall be replaced in its entirety with:
ARTICLE III DIRECTORS
The number of directors constituting the entire Board of Directors shall be as set forth in the Bylaws.
Directors elected prior to the 2023 annual meeting of shareholders of the Corporation shall be divided into three groups (Groups I, II and III), as nearly equal in numbers as the then total number of directors constituting the entire Board of Directors permits, with the term of office of one Group expiring each year. Except as otherwise provided in this Article III, each director of each Group shall hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of his or her election.
Each director elected at and after the 2023 annual meeting of shareholders shall hold office for a term expiring at the next annual meeting of shareholders, such that from and after the election of directors at the 2025 annual meeting of shareholders of the Corporation, the Board of Directors shall cease to be classified; provided, however, that each director shall hold office until the next election of the class, if any, for which such director shall have been chosen (or, if the Board of Directors is not divided into classes, until the next annual meeting of shareholders for the election
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of directors) and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal.
Any vacancies in the Board of Directors for any reason, including a vacancy resulting from an increase in the number of directors, may be filled solely by the Board of Directors in accordance with the Bylaws, and any directors so chosen shall hold office until their successors shall be elected and qualified.
Notwithstanding any other provision in the Articles of Incorporation or the Bylaws (and notwithstanding the fact that some lesser percentage may be specified by law, in the Articles of Incorporation or in the Bylaws), any director or the entire Board of Directors of the Corporation may be removed at any time only for cause by the affirmative vote of the holders of not less than two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose.
IN WITNESS WHEREOF, the undersigned signs and executes these ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION and certifies to the truth of the facts herein states this 4th day of May, 2022.
/s/ Michelle Mapes
By: Michelle Mapes
Title: Chief Legal and Administration Officer
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Exhibit 3.2
TO
FOURTH AMENDED AND RESTATED BYLAWS
OF
GREEN PLAINS INC.
THIS FIRST AMENDMENT (this “Amendment”) to the Fourth Amended and Restated Bylaws of Green Pains Inc., an Iowa corporation (the “Corporation”), dated as of September 27, 2021 (the “Bylaws”) is effective as of May 4, 2022 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Bylaws.
Amendment to Section 3.02(a). Section 3.02(a) of the Bylaws is hereby deleted in its entirety and replaced with the following:
2023 annual meeting of the shareholders to fill a vacancy opened by the departure of a director servicing a classified term shall serve the remainder of such departed director’s term. |
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